Terms and Conditions of Use
This Sparcwire Terms and Conditions of Use Agreement (“Agreement”) is a legal agreement between you or the entity you represent, as the end user of CultureWaves’ Sparcwire software (“you” or “your”), and Intuience, LLC, DBA CultureWaves (collectively “CultureWaves”, “us”, “we”, or “our”) regarding your access to and use of Sparcwire and any Content that is provided via Sparcwire. This Agreement becomes effective upon your electronic acceptance of its terms.
We may revise this Agreement from time to time and the most current version will be posted on our website. We reserve the right to determine the form and means of providing notifications to you regarding updates and changes to this Agreement, including electronically if we so choose. You understand that you have the affirmative obligation to check this Agreement periodically for changes, and you hereby agree to periodically review this Agreement for such changes. The continued use of Sparcwire following the posting of changes to this Agreement will constitute your acceptance of those changes.
BY INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR OTHERWISE ACCESS SPARCWIRE, CREATE, REGISTER OR ACCESS AN ACCOUNT, OR POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM SPARCWIRE.
1. LICENSE TO USE SPARCWIRE®
What is Sparcwire?
“Sparcwire” is our package of products, platforms, systems, and services, including, but not limited to, the Sparcwire® technology, and related software, products, services, information, and materials (including related documentation, content, materials, digital images, stock photographs, clip art, fonts, sounds or other artistic works provided in conjunction therewith) as licensed by us to you through this Agreement. Sparcwire allows users to post and share content, including photos, links, text, and other materials (“Content”).
Who Can Use Sparcwire
You may only use Sparcwire if you are able to form a binding contract with us. Any use of or access by anyone under the age of 18 is prohibited, unless a parental consent form is signed.
Grant of License
Subject to your agreement to and compliance with this Agreement, we grant to you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use Sparcwire. All use of Sparcwire is subject to this Agreement. You represent and warrant to us that your use of Sparcwire will comply with all applicable laws and regulations and your use of Sparcwire will not violate the rights of any third party. If you do not comply with this Agreement at any time, we reserve the right to revoke the aforementioned license, limit your access to Sparcwire, or restrict your ability to post or download Content. We reserve all rights not expressly granted to you in this Agreement.
You represent and warrant that you will not, and will not permit any third party to: (a) sell, rent, lease, re-sell, or loan Sparcwire to any third party; (b) copy, reverse engineer, decompile, modify, disassemble, create derivative works, or otherwise learn the source code, structure, or ideas upon which Sparcwire or the Content are based; (c) delete, modify, hack, or attempt to change or alter any of our content or notices; (d) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of Sparcwire, services, or networks connected to Sparcwire, or take any other action that interferes with another person’s use of Sparcwire; (e) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on Sparcwire for any reason; (f) introduce into Sparcwire any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, or software routines or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm Sparcwire or the Content, or perform any such actions; (g) introduce into Sparcwire any back door, time bomb, drop dead device, or other software routine designed to automatically disable a computer program with the passage of time or under the positive control of an unauthorized person; (h) use Sparcwire or the Content in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (i) send any chain letters, junk mail, unauthorized email, or advertisements; (j) decrypt, transfer, frame, display, or translate any part of Sparcwire; (k) connect to or access any of our computer systems or networks other than Sparcwire; (l) copy, re-purpose, or change any Content once entered into Sparcwire; or (m) use any information in Sparcwire to create or sell a similar service or similar information.
We have the right at all times and without notice to you to review and audit your access and use of Sparcwire and your compliance with the terms of this Agreement.
2. OUR INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights Defined
“Intellectual Property Rights” means all intangible legal rights or interests evidenced by or embodied in: (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; (b) any work of authorship, regardless of copyrightability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name or service mark; and (d) any other intellectual property, proprietary or similar rights, including all goodwill pertaining thereto and in each case, on a worldwide basis.
What We Own
We own all rights, title, and interest in and to Sparcwire, including all Intellectual Property Rights associated therewith, on a worldwide basis. Any trademarks that we own or control, whether or not included in Sparcwire, and any logos related to the foregoing are our or our licensors’ trademarks or service marks (collectively, the “Marks”), each of which are the trademarks, service marks, or logos of their respective owners. Except as required for your use of and access to Sparcwire and related services, you are not granted a right to use the Marks without the respective owner’s permission. You will not remove, obscure, or alter any proprietary notices affixed to or contained within Sparcwire or related services.
3. YOUR SPARCWIRE ACCOUNT
You are the only person authorized to access and use your Sparcwire account. You agree that you will provide truthful and accurate information during the account registration process. You will not give your username, password, or any other such account information to any third party. Sparcwire may allow you to store your log-in credentials in your web browser so that you can be automatically logged in each time you access Sparcwire. If someone else has access to your computer or mobile device, the automatic log-in feature will allow that person to have access to your account. You must immediately notify us of any known or suspected unauthorized use of your account, any known or suspected breach of security, or your registration information changes. You are responsible for all of your Sparcwire account’s usage or activity. Any fraudulent, misleading, abusive, or illegal activity may be grounds for termination of your account and license to use Sparcwire and such determination will be at our sole discretion. We may also refer you to appropriate law enforcement agencies for such behavior.
4. YOUR CONTENT
You acknowledge that Sparcwire may contain or provide access to Content that is protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws and that these rights are valid and protected in all forms, media, and technologies existing now or hereafter developed. Content posted by users via Sparcwire is the intellectual property of the specific user who posts such Content and their licensors, if any. We do not claim any ownership rights in the Content. By uploading, transmitting, or posting Content, you grant to us a perpetual, non-revocable, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, create derivative works, and distribute the Content in its entirety or in part for the purposes of operating, developing, providing, and using Sparcwire.
You are responsible for the accuracy, content, completeness, and delivery of your Content and you agree that you are responsible for the consequences and liability related to or connected with your Content. We will not be liable for your Content or for any loss or damage of any kind incurred as a result of the use of any of your Content made available in Sparcwire. You are responsible for making sure your Content and other information you desire is properly backed up so you have access to it in the event of loss, corruption, or cessation of Sparcwire. We do not export your Content or other data during your use of Sparcwire or provide to you your Content when your account is closed.
You represent and warrant that you will not, and will not permit any third party to, post Content that: (a) violates our, or any third party, proprietary or intellectual property rights; (b) is sexually explicit or pornographic, exploits or presents minors in a sexual way, or promotes adult sexual services; (c) encourages any illegal activity or contains information or content that is illegal; (d) is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity; (e) is fraudulent or involves the sale of counterfeit or stolen items; (f) is someone else’s personal information; (g) represents an offer to trade or sell drugs, alcohol, tobacco, firearms, or other controlled material; or (h) otherwise violates the Sparcwire Content guidelines manual.
Right to Modify and Disclose
We do not pre-screen or approve your Content. We reserve the right to review, modify, monitor, distribute, remove, and delete your Content at our sole discretion and without notice to you. We may disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request or to edit, refuse to post, or to remove any information or materials, in whole or in part.
How Long We Keep Your Content
We may retain your Content after you delete it from Sparcwire and following termination of your Sparcwire account for our legitimate business purposes or if required by law, or as retained in our data backup systems or cached or archived pages. We, as well as other Sparcwire users, may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute your Content after your account is terminated.
We welcome your comments, feedback, information, or materials regarding Sparcwire, Content, and our products and services (collectively, “Feedback”). If you submit Feedback to us, please note that your Feedback will become our property. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use your Feedback on an unrestricted basis. You hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
Errors and Content Availability
We do not represent, warrant, or guarantee that Sparcwire or any Content will always be available or is completely free of human or technological errors. Sparcwire and the Content may contain typographical mistakes, inaccuracies, errors, omissions, defects, and delays and some information may not be complete or current. We may correct errors, inaccuracies, or omissions and change or update Sparcwire and the Content at any time and without prior notice to you. We do not represent, warrant, or guarantee that the Content will be free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics. You must provide the equipment and Internet connections necessary to access Sparcwire at your own expense. We do not guarantee that Sparcwire will operate with your computer, mobile device, or Internet service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
Third Party Information
Sparcwire may include or provide links to other websites that we do not control. Sparcwire may also contain advertisements by third parties and these advertisements may contain links to other websites. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed on such websites and we do not investigate, monitor, or check those websites for quality, accuracy, or completeness. Inclusion of any linked website in Sparcwire does not imply or express our approval or endorsement of that website or any of the content, opinions, products, or services provided on that website. If you visit a website via a link in Sparcwire, we encourage you to consult that website’s privacy notice before providing your information and whenever interacting with any website.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, SPARCWIRE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA SPARCWIRE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.
WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT SPARCWIRE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PROVIDED VIA SPARCWIRE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, MALWARE-FREE, VIRUS-FREE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH SPARCWIRE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SPARCWIRE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, COLLATERAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, OR LOSS OF PROFITS OR REVENUES REGARDLESS OF HOW SUCH DAMAGES ARISE RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO USE SPARCWIRE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH SPARCWIRE; (C) ANY CONTENT OBTAINED FROM SPARCWIRE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO SPARCWIRE EXCEED U.S. $100.00. THE LIMITATIONS IN THIS SECTION APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless CultureWaves, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of Sparcwire, or any part thereof; (b) any Content you post via Sparcwire; (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement; (d) your infringement or misappropriation of any intellectual property or other rights of CultureWaves or third parties; (e) your negligence or willful misconduct; (f) any other claim related to your performance under this Agreement; or (g) your use of any Content, services or products provided via Sparcwire or by CultureWaves.
10. TERM & TERMINATION
This Agreement is effective upon your unequivocal acceptance as set forth herein and will continue in full force until terminated. You agree that we, in our sole discretion, may terminate your use of Sparcwire or any part thereof upon prior notice, and remove and discard any Content, in the event you violate this Agreement. You agree that we may immediately suspend your account and your access to Sparcwire or any part thereof in order to conduct an investigation in the event we believe you have violated this Agreement or if we determine that you are a repeat infringer of another’s intellectual property or other rights. We may also, in our sole discretion and at any time, discontinue providing Sparcwire, any part thereof, any Content or any products or services advertised thereon, with or without notice. In addition to any other method of termination or suspension provided for in this Agreement, we reserve the right to terminate this Agreement at any time and for any reason upon 1 days’ notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to Sparcwire or any part thereof or removal of Content. You may terminate this Agreement at any time by immediately discontinuing all access to Sparcwire and by providing notice to us of such discontinuance. Termination or cancellation of this Agreement will not affect any right or relief to which we may be entitled at law or in equity. Upon termination of this Agreement, you will terminate all use of Sparcwire and any Content provided thereby. In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with this Agreement.
11. DIGITAL MILLENNIUM COPYRIGHT ACT
We support the rights of copyright owners. Any notification of copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. Sec. 512, should be submitted to:
2215 West Chesterfield Blvd
Springfield, MO 65807
Attention: Joshua Wahba
12. ELECTRONIC AGREEMENT
This Agreement is agreed to and executed electronically. You consent to the use of electronic methods of acknowledgement and electronic signatures and agree that use of Sparcwire or an electronic signature relating to this Agreement is the legal equivalent of a manual signature. You agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of an electronic signature or any resulting agreement between you and us.
Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Missouri, without reference to conflict of laws principles. Jurisdiction and venue for any dispute between you and us regarding this Agreement will be subject to the exclusive venue of the state and federal courts sitting in Christian County, Missouri.
Non-Exclusive Remedy. Nothing in this Agreement will prejudice our non-excludable or statutory rights or remedies.
Assignment. You may not assign or transfer any rights or obligations under this Agreement, either voluntarily or by operation of law, without our express written consent which we may withhold in our sole discretion.
Entire Agreement. This Agreement is the entire agreement between you and us and supersedes any other communications or advertisements with respect to Sparcwire and documentation.
Severability. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect.
Waiver. No term or provision in the Agreement will be considered waived, and no breach excused, unless such waiver is in writing and signed by us. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
Third Party Beneficiaries. Nothing in this Agreement, express or implied, will create or confer upon any person or entity not a named party to this Agreement any legal or equitable rights, remedies, liabilities or claims with respect to this Agreement, except as expressly provided in this Agreement.
14. CONTACT US
With questions, please write:
2215 West Chesterfield Blvd
Springfield, MO 65807
Attention: Joshua Wahba
Or connect with us via telephone at 417-875-5000 or email at email@example.com